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Robert Thomson
Robert Thomson will head the newly demerged newspaper and book publishing business of News Corp. Photograph: Shannon Stapleton/Reuters
Robert Thomson will head the newly demerged newspaper and book publishing business of News Corp. Photograph: Shannon Stapleton/Reuters

News Corp's head of demerged newspaper arm may take home £2.5m

This article is more than 11 years old
Robert Thomson will also receive £1.2m bonus as company hives off publishing division from TV and film business
If 'new News Corporation' was running as standalone entity it would have reported net loss of £2.07bn in year to 30 June

Robert Thomson will be paid potentially well over $4m (£2.5m) a year in salary, bonus and share awards for running the new demerged News Corporation newspaper and book publishing business.

If the newspaper and publishing business, which the company calls "new News Corporation", was running as a standalone entity it would have reported a net loss of £2.07bn in the year to 30 June, according to a filing with US financial regulator the Securities and Exchange Commission on Friday.

Rupert Murdoch will receive a "modest" increase to his $30m (£18.5m) remuneration for taking on the role of executive chairman of the stand alone publishing company.

Thomson, who earlier this month was named as chief executive of the new publicly-listed spin-off of News Corp's publishing and Australian TV businesses, will receive an annual base salary of $2m.

In addition, the 51-year old, a trusted Murdoch lieutenant who is editor-in-chief of Dow Jones and managing editor of the Wall Street Journal, will receive an annual performance-based bonus with a target of $2m.

From 2014, he will also receive an annual grant of performance-based shares that will vest every three years, although the target amount has not yet been set by News Corp's compensation committee.

"[News Corporation] is continuing to negotiate with Mr Thomson the remaining terms of his employment agreement governing his compensation at and after the distribution [of shares to form the new News Corporation], which will be further described by amendment to this information statement," said News Corp in a filing to US financial regulator the Securities and Exchange Committee on Friday giving details about the new company.

Murdoch, chairman and chief executive of News Corp, will take the role of executive chairman at the new company when it is hived-off from the Fox film and TV businesses in the US next year. The film and TV business is to be called Fox.

However, the SEC filing reveals that Murdoch will gain a "modest increase" in his current pay, which totalled just over $30m in the year to the end of June.

"Prior to the distribution [of shares in the new company], [News Corporation's] compensation committee will determine his compensation for his role as our executive chairman and his compensation for his role as chief executive of parent," the company said. "We expect that his overall compensation for both roles will increase modestly compared to his current total compensation as chairman and chief executive officer of [News Corporation] for the fiscal year ended 2012."

The new company will own assets including the Times, Sunday Times, Sun, Wall Street Journal, book publisher HarperCollins and News Corp's newspapers, sports programming and pay-TV businesses in Australia.

Based on an analysis of the performance of the assets to be hived off in the year to the end of June, the new News Corp will have annualised revenues of $8.65bn and earnings before interest, tax, depreciation and amortisation of $782m.

"The filing of the Form 10 is another important step forward in the evolution of our company and in the establishment of two independent global leaders in Fox Group and the new News Corporation," the company said in its SEC filing. "Today, we are pleased to provide further details on the new News Corporation – a global diversified media and information services company uniquely positioned to take advantage of exciting growth opportunities and new business models."

Bedi Singh, News Corp chief financial officer, will receive a base salary of "not less" than $1.1m and a performance-based annual bonus of "no less than $1m". His three-year performance-based award of shares will be worth "no less" than $1m. He also receives a monthly car allowance of $1,200.

News Corp's general counsel, Gerson Zweifach, will receive no extra compensation from the new News Corporation for providing services.

The SEC filing also makes a note of the risks the new business faces from the ongoing fallout from the News of the World phone-hacking saga, which the company admits could "damage our reputation" and "adversely affect... [our] financial condition".

"We are not able to predict the ultimate outcome or cost of the investigations," News Corp said in the filing. "Violations of law may result in civil, administrative or criminal fines or penalties and other costs. These proceedings and any adverse resolution thereof could damage our reputation, impair our ability to conduct our business and adversely affect our results of operations and financial condition."

The new News Corporation also intends to adopt a code of ethics for senior executives "to promote further ethical and responsible decison-making".

"Our board of directors intends to establish a Code of Ethics for the chief executive officer and senior financial officers that will be incorporated by reference into the standards of business conduct," the company said.

The new News Corporation will divide itself into four operating divisions: news and information services, digital real estate services, book publishing and "other", which is where considerable general overheads charges and the fledgling education business Amplify sit.

News and information services is the division that is home to assets including the Wall Street Journal, Barron's, Dow Jones, Factiva, The Australian newspaper and the Sun, Times and Sunday Times and the New York Post.

According to News Corp's estimates the news and information division had revenues of $7bn and earnings before interest, tax, depreciation and amortisation of $939m in the year to the end of June.

However, it should be noted that the "other" division, which includes general overheads costs across the whole business, had a loss before interest, tax, depreciation and amortisation of $372m for the same period.

A snapshot of the performance of the news and information services division in the three months to the end of September shows it made $1.66bn in revenues with 57% of that coming from advertising and 36% from circulation and subscription income.

The division, which made $126m in ebitda for the period, accounted for 78% of new News Corp's total revenues of $2.13bn for the three-month period.

For the three-month period new News Corporation relied on advertising for 48% of that $2.13bn, with 28.5% coming from circulation and subscription income. If the business had been running as a standalone entity it would have had a net loss of $92m.

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